SPA HEALTHCARE LIMITED

At an Extraordinary General Meeting of the above-named Company, duly convened, and held at 81 Station Road, Marlow, Buckinghamshire SL7 1NS, on 2nd April 1998, the following subjoined Resolutions were duly passed, as a Special Resolution, as an Ordinary Resolution and as an Extraordinary Resolution respectively:   “That the Company be wound up voluntarily as a Members’ Voluntary Liquidation. That Peter Hughes-Holland, Licensed Insolvency Practitioner, of Morley & Scott, Insolvency Practitioners of 81 Station Road, Marlow, Buckinghamshire SL7 1NS, be and is hereby appointed Liquidator for the purposes of such winding-up. That the Liquidator be and is hereby authorised to divide among the Members in specie, all or any part of the assets of the Company, and that the Liquidator have confirmed upon him all the powers referred to in section 4 (Part I) of the Insolvency Act 1986.” P. Morgan, Chairman